X0202 3 2007-06-22 0 0001177845 XPLORE TECHNOLOGIES CORP NONE 0001237659 RAPISAND MICHAEL J C/O XPLORE TECHNOLOGIES CORP. 14000 SUMMIT DRIVE, SUITE 900 AUSTIN TX 78728 0 1 0 0 Chief Financial Officer Common Stock 6500 D Stock Options (right to buy) 1.12 2009-08-11 Common Stock 125000 D Stock Options (right to buy) 0.56 2010-01-06 Common Stock 705000 D Stock Options (right to buy) 0.44 2011-08-29 Common Stock 830000 D Series A Convertible Preferred Stock 0.34 Common Stock 147059 D Amounts are in Canadian dollars. 41,667 options vested on August 11, 2005, 41,667 options vested on August 11, 2006 and 41,666 options will vest on August 11, 2007. 352,500 options vested on January 6, 2006, 176,250 options vested on January 6, 2007 and 176,250 options will vest on January 6, 2008. 276,667 options will vest on August 29, 2007, 276,667 options will vest on August 29, 2008 and 276,666 options will vest on August 29, 2009. Each share of Series A Convertible Preferred Stock is convertible at any time, at the holder's election, into shares of common stock on a one-for-one basis, subject to adjustment for stock dividends, splits, combinations and similar events. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock at the then applicable conversion rate upon the earlier of (i) the closing of a firm commitment public offering of the Issuer's common stock at a price not less than $0.85 per share (subject to adjustment for stock dividends, splits, combinations and similar events) and net proceeds of not less than $20 million, or (ii) the vote or written consent of the holders of a majority of the then outstanding shares of Series A Convertible Preferred Stock. /s/ Michael J. Rapisand 2007-06-22